UNITED STATES
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM 10-K


(X)   Annual Report Pursuant to Section 13 or 15(d) of the Securities and
      Exchange Act of 1934 For the Fiscal Year Ended December 31, 1997

( )   Transition Report Pursuant to Section 13 or 15(d) of the Securities and
      Exchange Act of 1934

                         Commission File Number: 1-7697

                               I.C.H. Corporation
                               ------------------
             (Exact Name of Registrant as Specified in its Charter)

Delaware                                                              43-6069928
--------------------------------------------------------------------------------
(State or Other Jurisdiction of             (IRS Employer Identification Number)
Incorporation or Organization)


9404 Genesee Avenue, Suite 330, La Jolla, California                       92037
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)

Registrant's telephone number, including area code:  619-587-8533

Securities registered pursuant to Section 12(g) of the Act:   NONE

Indicate by check mark whether the Registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period than the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

               Yes     (X)                       No     ( )

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( )

The aggregate market value of the voting stock held by non-affiliates of the
Registrant on March 25, 1998 was $9,971,854, based on the closing price of the
Common Stock as provided by the American Stock Exchange on March 25, 1998.

As of March 25, 1998, there were outstanding 2,793,550 (1) shares of the
Registrant's Common Stock, par value $0.01 per share.


--------
(1) Assumes full conversion of all remaining outstanding shares of Common Stock
and Preferred Stock of pre-reorganized I.C.H. Corporation. See Note 10 of Notes
To Consolidated Financial Statements.

<PAGE>


                                            PART I

ITEM 1. BUSINESS
----------------

GENERAL

I.C.H. Corporation (the "Company"), a Delaware corporation, is the
post-reorganization successor to ICH Corporation ("Old ICH"). On October 10,
1995, Old ICH and three of its wholly-owned subsidiaries filed voluntary
petitions for relief under Chapter 11 of Title 11 of the United States
Bankruptcy Code (the "Code") in the United States Bankruptcy Court for the
Northern District of Texas, Dallas Division (the "Bankruptcy Court"). Old ICH's
First Amended Joint Plan of Reorganization under Chapter 11 (the "Reorganization
Plan") was confirmed by the Bankruptcy Court on February 7, 1997 and the Company
emerged from bankruptcy effective as of February 19, 1997.

On April 30, 1997, the Company acquired all of the outstanding capital stock of
Sybra, Inc. ("Sybra" and/or "Predecessor"), the second largest franchisee of
Arby's restaurants. The aggregate purchase price was approximately $39.8 million
which included the repayment of $23.7 million of Sybra indebtedness and an
additional $2 million of acquisition indebtedness due to the seller within two
years. Concurrently with the Company's acquisition of Sybra, Sybra entered into
a sale/leaseback transaction on 61 of its restaurant sites with U.S.
Restaurant Properties, Inc. ("USRP").

As of December 31, 1997, the Company, through its wholly-owned subsidiary Sybra,
owned and operated 149 Arby's restaurants clustered in four operating regions.
Those restaurants generated approximately $111.7 million in revenue during 1997.
Through another wholly-owned subsidiary, Perry Park Resorts, Inc., the Company
also owns and operates a planned real estate development consisting of
approximately 2,600 acres ("Perry Park") located in Owenton, Kentucky. Perry
Park includes an 18-hole golf course, clubhouse, restaurant, salable lots,
several lakes, additional platted but undeveloped lots and unimproved acreage.

I.C.H. Corporation and its subsidiaries are collectively referred to herein as
the "Company".


SYBRA, INC.

As of December 31, 1997, the Company owned and operated 149 Arby's restaurants
clustered in four regions in the United States: the Northern Region (45
restaurants), the Eastern Region (29 restaurants), the Southwestern Region (55
restaurants) and the Southeastern Region (20 restaurants).

Pursuant to a new Development Agreement entered into with Arby's, Inc. (the
"Franchisor") effective as of November 1, 1997, Sybra was granted the exclusive
right to develop Arby's restaurants in certain designated areas, including
certain counties in and around Philadelphia, Pennsylvania; Detroit, Michigan,
Dallas-Fort Worth, Texas, Washington, D.C. and Baltimore, Maryland. The
development schedule calls for Sybra to open 150 new Arby's restaurants over the
next ten years. See "Franchise and Development Agreements - Development
Agreement".

As of December 31, 1997, Sybra had 124 free-standing restaurants, with the
remaining 25 restaurants located in shopping malls or as part of a food court
within a mall. New restaurants are likely to be free-standing, which the Company
has found generally to yield a more stable rate of return on its investment.
Sybra has renovated over 20 of its Arby's units during the past five years.


                                       2
<PAGE>


PERRY PARK RESORTS, INC.

The Perry Park real estate consists of an approximately 2,600 acre planned
development including an 18-hole golf course, clubhouse, restaurant, salable
lots, several lakes, additional platted but undeveloped lots and unimproved
acreage. The platted undeveloped lots and unimproved acreage are estimated to be
approximately 1,800 acres. The operations of Perry Park are not expected to be
material to the Company's future operations.


RECENT DEVELOPMENTS

Acquisitions
------------

On January 30, 1998, through its newly-formed, wholly-owned subsidiary Sybra of
California, Inc., the Company acquired eight Arby's restaurant units located in
Sacramento, California. The total purchase price of the acquisition, which
includes six leased properties, and fee ownership of two properties (and
management of one additional restaurant) was approximately $1.75 million, plus
warrants to purchase shares of the Company's common stock. The sources of funds
for the acquisition include a note for $325,000 to the sellers and $1.275
million through the sale/leaseback of two of the restaurant units through USRP,
which sale/leaseback transactions management expects to close by the end of the
second quarter of 1998.


New Store Development
---------------------

On November 17, 1997, Sybra executed a development agreement with Arby's, Inc.,
the franchisor of Arby's restaurants, which calls for the construction of 150
new Arby's restaurants by Sybra over the next ten years (the "Development
Agreement"). This agreement superseded a prior agreement which required the
development of 31 new stores over a six year period. The Development Agreement
grants Sybra the exclusive right to build Arby's restaurants, primarily in
certain northeast markets in and around Philadelphia, Harrisburg, Washington,
D.C. and Baltimore, as well as the exclusive right to build Arby's restaurants
in and around the Detroit and Dallas/Fort Worth markets.

During 1997 Sybra opened three new restaurants. Sybra opened one new restaurant
during the first quarter of 1998 and anticipates that it will, at a minimum,
meet its annual store opening requirement under the Development Agreement (four
additional restaurants) for 1998.



Financing
---------

On July 23, 1997, shares of the Company's common stock began trading on the
American Stock Exchange under the trading symbol "IH". Prior to July 23, 1997,
the Company's common stock traded on the Over-the-Counter Bulletin Board under
the trading symbol "ICHC".

On August 1, 1997, Sybra executed a loan commitment letter with Franchise
Finance Corporation of America ("FFCA") to finance the construction of up to 12
new Arby's restaurants during the next two years. Under the terms of that
commitment letter, FFCA has agreed to finance mortgage and equipment loans for
up to 12 new Arby's restaurants to be built by Sybra, to a maximum of $1.0
million per location. To date, FFCA has advanced total financing of $2.6 million
to Sybra pursuant to the commitment letter which Sybra has used to fund the
development and construction of three new Arby's restaurants.


                                       3
<PAGE>


Management
----------

On September 18, 1997, the Company terminated the employment of Charles Hyslop,
the former President of Sybra, pursuant to the terms of Mr. Hyslop's employment
contract. Mr. Hyslop was the President of Sybra at the time Sybra was acquired
by the Company, and had also served as a director of the Company since that
time. In connection with his departure from Sybra, Mr. Hyslop also resigned from
the Company's board of directors. Under the terms of his employment agreement,
upon his departure from Sybra, Mr. Hyslop became entitled to receive severance
payments totaling approximately $400,000 to be paid over the following 24
months. The Company has recorded a corresponding liability for the full amount
of the severance obligation to Mr. Hyslop in its 1997 financial statements.
Following Mr. Hyslop's departure, James. R, Arabia, Chief Executive Officer of
the Company, was appointed President of Sybra.

On November 1, 1997, the Company promoted Ed Chappell to the position of Vice
President of Business Development for Sybra. Mr. Chappell has been with Sybra
since March 5, 1995 when he was hired as Director of Real Estate. Mr. Chappell
has over 25 years of real estate experience, including as Vice President of Real
Estate for Rite Aid Drug Stores, and Director of Development for Taco Bell
Corporation.

On December 8, 1997, the Company promoted David Fitnich to the position of
Senior Vice President and Chief Operating Officer for Sybra. Mr. Fitnich has
been with Sybra since 1981 in a variety of operating positions. Immediately
before his promotion to Chief Operating Officer, Mr. Fitnich served as the
regional manager for Sybra's Northern region, where he supervised the operation
of approximately 45 Arby's restaurants.

On February 2, 1998, the Company appointed two new directors, Robert H.
Drechsler and Raymond L. Steele, to its board of directors. Mr. Drechsler is a
corporate partner with the New York firm of Pryor, Cashman, Sherman & Flynn,
legal counsel to the Company. Mr. Steele is a retired executive with experience
in investment banking and investment management, who serves or has served as a
director of Robinson Humphrey, Classic Car Investments, Webcraft, Modernfold,
Orion, Emerson Radio, Pharmhouse, Video Services Corp. and GFTA, and is
currently retained as an outside consultant to Pizza Hut.

On February 24, 1998, the Company hired David A. Brainard as its Senior Vice
President and Chief Financial Officer. Mr. Brainard has previously served as the
Chief Financial Officer for Olan Mills, Inc., an 850 store retail photography
chain and for Ben Franklin Retail Stores, Inc., a franchisor, wholesaler and
retailer. Mr. Brainard is also a certified public accountant

On March 12, 1998, the Company hired John A. Bicks as its Senior Vice President
and General Counsel. Prior thereto, Mr. Bicks was an attorney with the law firm
of Pryor, Cashman, Sherman & Flynn and, in that capacity, represented the
official committee of equity security holders in the chapter 11 case of Old ICH.
Mr. Bicks has been a practicing attorney in New York since 1985, serving as an
Assistant District Attorney in the Manhattan District Attorney's Office from
1985 until 1991, and subsequently in private practice specializing in the areas
of chapter 11 business reorganization and restructuring. Pryor, Cashman, Sherman
& Flynn provides legal services to the Company and its subsidiaries. Mr. Bicks
also serves as Director of the Company.


                                       4
<PAGE>

STRATEGY

The Company's primary business strategy is to expand its operations through the
acquisition and construction of additional Arby's restaurants while enhancing
the quality of operations and competitive position of its existing Arby's
restaurants. Sybra believes the size of the nationwide Arby's system will
continue to present opportunities for selective growth through acquisitions. In
addition, Sybra believes that most of the markets in which it currently operates
are underserved and will provide opportunities for construction of new
restaurants to further penetrate those existing markets, and markets in which
the Company has exclusive development rights.

Consistent with Sybra's strategy of expanding its operations through the
acquisition of existing Arby's restaurants, during the first quarter of 1998
Sybra closed on its acquisition of eight Arby's restaurants (and the management
of an additional Arby's restaurant) located in Sacramento, California.

To implement Sybra's strategy of expanding through the development and
construction of new Arby's restaurants, Sybra has entered into an agreement with
Arby's, Inc., the franchisor of Arby's restaurants, which calls for Sybra to
open and operate between six and eighteen additional restaurants in each of the
next ten calendar years, adding a total of 150 new restaurants by December 31,
2007. In addition, Sybra opened three new Arby's restaurants during 1997 and one
new restaurant during the first quarter of 1998. The number of restaurants
opened may vary depending upon general economic conditions, variability in the
time required to obtain local permits, the continued availability of financing
and the Company's ability to locate additional suitable restaurant sites.
However management currently believes that Sybra will meet or exceed its
development obligations under the Development Agreement with respect to 1998.
See "Recent Developments - New Store Development".

As part of Sybra's overall strategy of improving the quality of operations of
its existing Arby's units, the Company closely monitors factors affecting the
overall profitability of its restaurant operations as well as the profitability
of individual restaurants. During 1997, Sybra believes it has made improvements
in several factors bearing on the overall profitability of its operations,
including reductions in labor costs as a percentage of goods sold and increased
efficiencies in marketing and advertising. Sybra has also implemented a stock
option and bonus program which provides individual unit managers with economic
incentives to improve the operating profitability of their units. During 1997,
Sybra also closed four restaurants due to unprofitability.

RESTAURANT OPERATIONS

Menu
----

Each of Sybra's Arby's restaurants offers a diverse menu containing a variety of
food items including roast beef, chicken, turkey and ham sandwiches. Arby's
restaurants are generally known for their roast beef sandwiches, which are made
from thinly-sliced beef which is freshly-roasted at each restaurant. The Arby's
menu also typically includes potato products, salads and soft drinks. In
addition, the restaurants sell a variety of promotional products, normally on a
limited-time basis. A number of Sybra's Arby's restaurants also serve breakfast,
including eggs and breakfast meat selections.

Marketing and Promotions
------------------------

All franchisees of Arby's, Inc. must belong to AFA Service Corporation ("AFA"),
a non-profit association of Arby's restaurant operators, and must contribute a
specified portion (currently 0.7%) of their restaurant sales as dues to AFA. In
return, AFA provides franchisees with creative materials such as television and
radio commercials, ad mats for newspapers, point-of-purchase graphics and other
advertising materials. The direction and management of AFA is governed by its
board of directors, whose members are elected by the member franchisees. In
addition to the required payments to AFA, certain of Sybra's Arby's restaurants
also participate in advertising cooperatives composed of Arby's franchisees from
their local area. Member franchisees of the cooperative pay a percentage of
their restaurant sales, in an amount determined by the cooperative, to fund
local advertising and promotional campaigns and such other marketing activities
as the members deem to be in their best interests. Sybra participates in
advertising cooperatives in two of its regions (Northern and Southwestern).


                                       5
<PAGE>

Site Selection
--------------

Site selection for new restaurants is made by Sybra's real estate and
development department, subject to acceptance by the Franchisor, Arby's, Inc. A
typical market area will have a population base of at least 30,000 people within
a three-mile radius. Within the potential market area, Sybra evaluates major
retail and office concentrations and major traffic arteries to determine focal
points. Site specific factors which Sybra considers include visibility,
convenience of access, proximity to direct competition, access to utilities,
local zoning regulations and various other factors. Sybra's current business
strategy is to locate new restaurants, whenever possible, on the grounds of, or
nearby to, shopping centers.

Restaurant Layout and Operations
--------------------------------

Sybra's Arby's restaurants (excluding mall and food court locations) typically
range from 2,100 to 3,200 square feet, with a seating capacity of between 60 and
90 people and are typically open from 10 a.m. to 11 p.m., with some restaurants
open for extended evening hours. Approximately 80% of Sybra's restaurants
feature drive-thru windows.

Raw Materials
-------------

As an Arby's franchisee, the Company complies with recipe and ingredient
specifications provided by the Franchisor, and purchases all food and beverage
inventories and restaurant supplies from independent vendors approved by the
Franchisor. Arby's, Inc. does not sell food or supplies to its franchisees.
Sybra and all other Arby's franchisees are members of ARCOP, Inc. ("ARCOP"), a
non-profit cooperative purchasing organization. ARCOP facilitates negotiation of
national contracts for food and distribution, taking advantage of the large
purchasing requirements of the member franchisees. Since Arby's franchisees are
not required to purchase any food products or supplies from Arby's, Inc., ARCOP
facilitates control over food supply costs and avoids franchisor conflicts of
interest.

The Company purchases soft drink products from the Coca-Cola Company and its
affiliates. In the Southwestern region, Dr. Pepper products are also purchased.
Most other food items and supplies purchased by Sybra are warehoused and
distributed by AmeriServe, an independent distributor.

The Company has not experienced any significant shortages of food, equipment,
fixtures or other products which are necessary to restaurant operations. The
Company anticipates no such shortages and believes that alternate suppliers are
available in the event such shortages occur.

FRANCHISE AND DEVELOPMENT AGREEMENTS

General
-------

Sybra's relationship with Arby's, inc. is governed by (1) the
Development Agreement, which grants the Company exclusive franchise
territories and (2) unit franchise and restaurant franchise agreements
(collectively, "Franchise Agreements"), one of which is executed in connection
with the opening of each of Sybra's restaurants. These agreements provide
Arby's, Inc. with significant rights regarding Sybra's business operations.

Any acquisition by Sybra of an existing Arby's restaurant, or the development by
Sybra of a new Arby's restaurant, requires the prior consent of Arby's, Inc.

Sybra is prohibited from operating, managing or having a controlling interest or
a fifteen percent (15%) or greater interest in any competing business offering
roast beef sandwiches for sale to consumers and located within the Protected
Area (as defined in the appropriate unit franchise agreement) for each and every
individual Arby's restaurant they franchise.

Sybra's agreements with Arby's, Inc. also restrict the sale, assignment or
transfer of any substantial portion of the assets of Sybra without the prior
written consent of Arby's, Inc. However those agreements do not require approval
of the assignment, transfer or pledge of all or any part of the assets of Sybra,
excluding the license agreements, or all or any part of the stock of Sybra to
banks or other lending institutions as collateral security for loans made
directly to or for the benefit of Sybra.


                                       6
<PAGE>

Should Sybra fail to comply with the Development Agreement or the Franchise
Agreements for restaurants, Arby's, Inc. could terminate the exclusive nature of
Sybra's franchises in such covered territory. Certain events of default under a
Franchise Agreement give Arby's, Inc. the right to terminate the franchise
rights of the Sybra restaurant governed by such Franchise Agreement. Depending
upon the aggregate number of restaurants affected, a loss of franchise rights
could have a material adverse effect on the Company.

Sybra is also required to operate each of its Arby's restaurants in accordance
with certain standards contained in the Arby's, Inc. Operations Manual (the
"Operations Manual"). Arby's, Inc. periodically monitors the operations of
Sybra's restaurants and notifies Sybra of any failure to comply with any of the
Franchise Agreements, the Development Agreement or the Operations Manual.

Development Agreement
---------------------

Effective as of November 1, 1997, Sybra and Arby's, Inc. entered into a
Development Agreement covering nine counties in the
Harrisburg-Lancaster-Lebanon-York Dominant Marketing Area ("DMA"), two counties
in the Detroit DMA, twelve counties in the Philadelphia DMA, three counties in
the Dallas-Fort Worth DMA, seven counties in the Washington, D.C.-Hagerstown, MD
DMA, as well as portions of Baltimore County, MD and Burlington County, NJ.
Under the terms of the Development Agreement, Sybra has been granted exclusive
rights to develop and operate Arby's restaurants within the covered territories,
and is required to develop and commence construction of new Arby's restaurants
in accordance with development and performance schedules set out in the
Development Agreement. Pursuant to the Development Agreement, Sybra is required
to submit to Arby's, Inc. for its acceptance each proposed restaurant site and
the plans for each new restaurant. Under the Development Agreement, Sybra is
currently obligated to open or commence construction of a minimum of six
restaurants in 1998, nine restaurants in 1999, thirteen restaurants in 2000,
fifteen restaurants in 2001, seventeen restaurants in 2002 and eighteen
restaurants in each year 2003 through and including 2007. Although no assurances
can be given, Sybra currently anticipates meeting or exceeding all of the
development requirements under the Development Agreement.

Unit Franchise Agreements
-------------------------

Sybra operates each of its Arby's restaurants under a Franchise Agreement with
Arby's, Inc. Each Franchise Agreement provides the Company the right to operate
an Arby's restaurant for a period of 20 years. The Franchise Agreements are
renewable by the Company, subject to certain conditions, generally for 20 years
(the financial terms of any renewal period may differ from those in effect
during the initial term). Each Unit Franchise Agreement gives Sybra the
exclusive right to operate an Arby's restaurant in a particular geographic area,
defined by either a radius restriction or specific boundaries. The Franchise
Agreements also require Sybra to make royalty payments to Arby's, Inc. equal to
a fixed or variable percentage of each restaurant's revenue. For stores opened
pursuant to the Development Agreement, those royalty payments are set at four
percent of sales.

Pursuant to the Unit Franchise Agreements, Arby's, Inc. prescribes the designs,
color schemes, signs and equipment to be utilized in each restaurant, and
determines the menu items as well as the formulas and ingredients for the
preparation of food and beverage products. Each new restaurant opened within an
area covered by the Development Agreement will be governed by a Unit Franchise
Agreement, with a license fee of $25,000. Of that license fee, $10,000 will be
deducted from monies already placed on deposit with Arby's, Inc. in accordance
with the Development Agreement.


                                       7
<PAGE>

GOVERNMENT REGULATIONS

The restaurant business is subject to extensive federal, state and local
government regulations relating to the development and operation of restaurants,
including regulations relating to building, ingress and egress, zoning and the
preparation and sale of food. The Company is subject to federal and state
environmental regulations, but these have not historically had a material effect
on the Company's operations. The Company is also subject to laws governing
relationships with employees, such as minimum wage requirements, health
insurance coverage requirements and laws regulating overtime working conditions
and employee citizenship. On September 1, 1997, the balance of Congress's 1996
minimum wage increase to $5.15 per hour was put into effect. Further increases
in the minimum wage or mandatory health care coverage could adversely affect the
Company.


SEASONAL AND QUARTERLY RESULTS

Sybra's restaurant sales are moderately seasonal for each of its regions.
Historically, January, February and March generate the lowest sales volumes. As
a result, operating margins for the first quarter tend to be slightly lower than
those for the remaining quarters due to lower sales providing a smaller spread
to cover fixed costs.


TRADEMARKS AND SERVICE MARKS

The Franchise Agreement grants the Company the right to use certain registered
trademarks and service marks of Arby's, Inc. The names "Arby's," "Arby's
Restaurants" and "Arby's Roast Beef Restaurants" were adopted to identify and
promote Arby's. The Company believes that these marks are of material importance
to the Company's business.


COMPETITION

The restaurant business is highly competitive and is affected by changes in the
public's eating habits and preferences, population trends and traffic patterns,
as well as by local and national economic conditions affecting consumer spending
habits, many of which are beyond Sybra's control. Key competitive factors in the
industry are the quality and value of the food products offered, quality and
speed of service, attractiveness of facilities, advertising, name brand
awareness and image and restaurant location. A number of Sybra's significant
competitors are larger or more diversified and have substantially greater
resources than the Company.

Sybra's operations, as with the restaurant industry generally, can be
significantly affected by factors such as changes in local, regional or national
economic conditions, changes in consumer tastes, severe weather and consumer
concerns about nutritional quality of quick-service food. In addition, factors
such as changes in food, labor and energy costs, the availability and cost of
suitable restaurant sites and the availability of an adequate number of
hourly-paid employees can also affect the restaurant industry.


EMPLOYEES

As of December 31, 1997, Sybra employed approximately 3,800 persons in seven
states. Of these employees, approximately 68 held management and administrative
positions and the remainder were engaged in the operation of Sybra's
restaurants. None of Sybra's employees are covered by a collective bargaining
agreement. Sybra considers its employee relations to be generally good.


                                       8
<PAGE>


ITEM 2. PROPERTIES
------------------

As of December 31, 1997, the Company operated 149 restaurants in the areas
listed below. Of the 149 restaurants, the Company owned the land and building
for two restaurants and held long-term leases covering land and/or buildings for
the remainder. The Company's land and building leases are most commonly written
for terms of twenty years with one or more five year renewal options. Certain
leases require the payment of additional rent equal to a percentage (usually
between 5% and 8%) of annual sales in excess of specified amounts.

The Company leases office space in Atlanta, Georgia; La Jolla, California;
Flint, Michigan; Sinking Spring, Pennsylvania; Plano, Texas and Tampa, Florida
for its Corporate, Executive, Northern, Eastern, Southwestern and Southeastern
operations centers, respectively.

The following lists the locations of the restaurants operated by the Company (by
region) as of December 31, 1997:

        Northern Region:
           Michigan               45

        Eastern Region:
           Pennsylvania           24
           Virginia                3
           Maryland                2

        Southwestern Region:
           Texas                  55

        Southeastern Region:
           Florida                20
                                 ---


        Total All Markets        149
                                 ===


ITEM 3. LEGAL PROCEEDINGS
-------------------------

The Company is not a party to any pending legal proceeding which, in
management's belief, will have a material adverse effect on the Company's
results of operations or financial condition, nor to any other pending legal
proceedings other than ordinary, routine litigation incidental to its business.
The Company also maintains commercial, general liability, workers' compensation
and directors and officers' insurance policies which cover most of the actions
brought against the Company.


ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
---------------------------------------------------------

None


                                       9
<PAGE>


                                     PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
-------------------------------------------------------------------------
MATTERS
-------


MARKET INFORMATION

The Company's common stock commenced trading on the American Stock Exchange on
July 23, 1997 under the symbol "IH."

The following tables set forth, for the periods indicated, the applicable range
of the high and low sales prices for the Company's common stock on the American
Stock Exchange.

                                                    1997
                                             High           Low

Third Quarter (for the period July          4-7/8           3-7/8
23, 1997 to September 30, 1997)

Fourth Quarter                              4-7/16          3


NUMBER OF STOCKHOLDERS

The information available as of March 25, 1998 indicates that there were 2,823
holders of record of the Company's common stock.


DIVIDENDS

The Company has not paid any cash dividends on its common stock and does not
intend to pay cash dividends on its common stock for the foreseeable future. The
Company intends to retain future earnings to finance future development.


ITEM 6. SELECTED FINANCIAL INFORMATION
--------------------------------------

Selected Historical Financial Data

Set forth below are selected historical data of the Company, which is the
post-reorganization successor to Old ICH. Until the Company's acquisition of
Sybra, Inc. (see Note 2 to Notes To Consolidated Financial Statements), the
Company had no significant business operations. Old ICH financial data is not
presented as its assets, liabilities and operations were dissolved or sold as
part of Old ICH's Reorganization Plan (see Note 1 to Notes To Consolidated
Financial Statements). For purposes of presentation, Sybra is considered to be a
Predecessor of the Company. Accordingly, the selected historical financial data
as of and for each of the four years ended December 28, 1996, and the four
months ended April 30, 1997, were derived from the Financial Statements of the
Predecessor. Due to required purchase accounting adjustments relating to the
acquisition and certain corporate administrative expenses that are necessary to
operate on a stand-alone basis, the consolidated financial and other data for
the period subsequent to the acquisition (the "Successor" period) is not
comparable to such data for the periods prior to the acquisition (the
"Predecessor" periods). Pro-forma net income (loss) was derived by retroactively
adjusting all prior years as if the acquisition had occurred on January 1, 1993.
As such, the effects of purchase accounting, including the impact of the
different capital structure of the Predecessor, has been reflected in arriving
at pro-forma net income (loss) for the prior periods. In addition, adjustments
reflecting the costs of operating a stand-alone company have been retroactively
included in arriving at pro-forma net income (loss) for the prior periods. Such
costs include, but are not limited to, administrative services, tax compliance,
treasury service, human resource administration and legal services. The
information contained in this table should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Financial Statements and accompanying notes thereto included
herein.


                                       10
<PAGE>



<TABLE>
<CAPTION>
                                                                    Predecessor                                    Successor
                                        ----------------------------------------------------------------     ----------------------
                                                                                                           Combined
                                                                                               -------------------------------------
                                                                                                 Four         Eight
                                                                                                Months       Months
Statement of Earnings                  Year ended     Year ended    Year ended    Year ended     Ended        ended       Year ended
Data  (000's, except EPS)               Dec. 25,       Dec. 31,      Dec. 30,      Dec. 28,     Apr. 30,     Dec. 31,      Dec. 31,
                                          1993           1994          1995          1996         1997       1997(a)         1997
                                          ----           ----          ----          ----         ----       -------         ----
<S>                                     <C>           <C>           <C>           <C>           <C>          <C>          <C>
Revenues                                $ 111,952     $ 115,651     $ 115,531     $ 116,124     $ 37,916     $ 75,006     $ 112,922
Costs & expenses
  Restaurant costs/
    expenses                               89,569        92,821        94,414        93,867       32,006       61,503        93,509
  General & adm                             5,945         6,586         6,643         6,179        2,212        5,087         7,299
  Dep &  amort                              6,185         5,935         6,041         5,972        2,006        3,398         5,404
  Non-recurring/
    restructuring chrgs                        --            --            --            --           --        1,497         1,497
  Other                                       620         1,400           900         1,200           --          977           977
Earnings from
  operations                                9,633         8,909         7,533         8,906        1,692        2,544         4,236
Interest expense                            1,744         1,909         2,605         2,346          638        3,661         4,299
Earnings (loss)
  before                                    7,889         7,000         4,928         6,560        1,054       (1,117)          (63)
  income  taxes
Provision (benefit) for
  income taxes                              2,977         2,650         1,913         2,398          434         (253)          181
Net income (loss) - as
  reported                              $   4,912     $   4,350     $   3,015     $   4,162     $    620     $   (864)    $    (244)
Basic and Diluted loss
  per share                                    --            --            --            --           --     $  (0.31)           --
Pro-forma net income
  (loss) (b)                            $   1,697     $   1,496     $     206     $     857     $   (791)    $    690     $    (101)

Other data:
    EBITDA                             (d)$15,818    (d)$14,844    (d)$13,574    (d)$14,878   (d)$ 3,698     $  5,942     $   9,640

Balance sheet data: (c)
  Working capital defecit               $  (7,337)    $  (9,460)    $  (7,112)    $  (8,455)         n/a     $ (5,006)          n/a
  Total assets                          $  65,111     $  68,789     $  74,373     $  75,601          n/a     $ 75,264           n/a
  Total long-term debt                  $  22,561     $  27,321     $  31,152     $  25,625          n/a     $ 50,079           n/a
  Shareholders' equity                  $  28,615     $  27,965     $  30,980     $  35,142          n/a     $ 11,185           n/a
</TABLE>

NOTES:    (a) Included in the results of operations for the eight months
              ending December 31, 1997 are sales and operating loss of $164,000
              and $(188,000), respectively, of the Company for the period from
              February 19, 1997 to April 30, 1997.
          (b) Pro-forma net income (loss) reflects 1) the effects of purchase
              accounting for Sybra as if the purchase was effective on January
              1, 1993; 2) increased interest expense for the Predecessor periods
              as a result of a difference in capital structure; 3) increased
              general and administrative expenses reflecting the costs of
              operating as a stand-alone public company; and 4) has been tax
              effected using a combined federal and state income rate of 40%.
          (c) Balance sheet data are presented as of December 25, 1993, December
              31, 1994, December 30, 1995, December 28, 1996 and December
              31, 1997
          (d) EBITDA on a pro-forma basis giving effect to the adjustments
              discussed a in Note (b) above would have been $13,417, $13,082,
              $10,932, $12,018, $2,212 and $8,209 respectively for the periods.
              For the combined period, pro-forma EBITDA would have been $10,421.
              Management believes that EBITDA is generally accepted as providing
              useful information regarding a company's ability to service and/or
              incur debt. EBITDA should not be considered in isolation or as a
              substitute for net income, cash flows, or other consolidated
              income or cash flow data prepared in accordance with generally
              accepted accounting principles or as a measure of a company's
              profitability or liquidity.


                                       11
<PAGE>


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-------------------------------------------------------------------------------
OF OPERATIONS
-------------

The following discussion should be read in conjunction with the "Selected
Historical Financial Data" and the Financial Statements of the Company and the
accompanying notes thereto included elsewhere herein. Certain information
discussed below may constitute forward-looking statements within the meaning of
the federal securities laws. Although the Company believes that the expectations
reflected in such forward-looking statements are based upon reasonable
assumptions, it can give no assurance that its expectations will be achieved.
Forward-looking information is subject to certain risks, trends and
uncertainties that could cause actual results to differ materially from
projected results. Among those risks, trends and uncertainties are the general
economic climate, costs of food and labor, consumer demand, interest rate
levels, the availability of financing and other risks associated with the
acquisition, development and operation of new and existing restaurants.


GENERAL

The Company's revenues consist almost entirely of restaurant sales from its
wholly-owned subsidiary, Sybra, Inc.

Restaurant costs and expenses include all direct operating costs, including
direct labor, occupancy costs, advertising expenses, royalty payments,
expenditures for repairs and maintenance, and workers' compensation and casualty
and general liability insurance costs. Advertising fees paid to AFA to develop
and prepare advertising materials and to undertake marketing research are equal
to 0.7% of restaurant sales. In addition, the Company operates its restaurants
pursuant to licenses which require the Company to pay Arby's, Inc. a royalty
based upon percentages of its restaurant sales (presently an aggregate of
approximately 2.9% of the Company's restaurant sales). The royalty rate for new
restaurants (currently 4%) will result in an increase in the Company's aggregate
royalty rate as new restaurants are opened.

General and administrative expenses consist of corporate and regional office
expenses, including executive and administrative compensation, office expenses,
travel and professional fees.


RESULTS OF OPERATIONS

The following table sets forth, with respect to the Company and for the periods
indicated, the percentage of total revenues represented by certain expense and
income items.

For purposes of the discussion below, the results of operations for the year
ended December 31, 1997 represent the mathematical addition of the historical
amounts for the Predecessor period (December 29, 1996 to April 30, 1997) and the
Successor period (May 1, 1997 to December 31, 1997) and are not necessarily
indicative of the results that would actually have been obtained if the
acquisition had occurred on December 31, 1996. The Predecessor period does not
give effect to, among other items, corporate expenses necessary to operate on a
stand-alone basis. Such expenses include, but are not limited to, certain
administrative services, tax compliance, treasury service, human resource
administration and legal services. The discussion below does not include a
comparison of the year ended December 28, 1996 to the year ended December 30,
1995 as the results consisted only of the Predecessor operations and are not
comparable to the Company's current operations for the reasons mentioned above.


                                       12
<PAGE>


                               Predecessor           Successor
                           ----------------------   ------------
                                                     Combined
                                         ---------------------------------------

                              Year      Four Months   Eight Months     Year
                              Ended        Ended        Ended         Ended
                           December 28,  April 30,    December 31,  December 31,
                               1996         1997         1997          1997
                           -----------   --------    ------------   ------------

Revenues                      100.0%       100.0%       100.0%        100.0%

Expenses
  Restaurant costs
    & expenses                 80.9%        84.4%        82.0%         82.8%
  General & administrative      5.3%         5.8%         6.8%          6.5%
  Depreciation &
    amortization                5.1%         5.3%         4.5%          4.8%
  Non-recurring/
    restructuring charges        --           --          2.0%          1.3%
  Other                         1.0%          --          1.3%           .9%
                              -----        -----        -----         -----

 Operating income (loss)        7.7%         4.5%         3.4%          3.7%
 Interest expense               2.0%         1.7%         4.9%          3.8%
                              -----        -----        -----         -----
 Income (loss) before taxes     5.7%         2.8%        (1.5)%         (.1)%
 Income taxes (benefit)         2.1%         1.1%         (.3)%          .1%
                              -----        -----        -----         -----
 Net income (loss)              3.6%         1.7%        (1.2)%         (.2)%
                              ==================        ===================

Comparison of the Years Ended December 31, 1997 and December 28, 1996
--------------------------------------------------------------------

Revenues - Revenues were $112.9 million for FY 1997 as compared to $116.1
million for FY 1996, a decrease of $3.2 million primarily as a result of same
store sales being down 3% for the year due to a change in marketing strategy
emphasizing brand quality and fewer price promotions begun in the third quarter
of 1997.

Restaurant Costs & Expenses - Restaurant costs and expenses were $93.5 million,
or 82.8% of sales, for FY 1997 as compared to $93.9 million, or 80.9% of sales
for FY 1996. a decrease of $358,000 due to the sales decline explained above. As
a percent of sales, costs increased as a result of increases in rent expense
associated with the Company's sale/leaseback of 61 properties previously
classified as owned.

General and Administrative - General and administrative costs and expenses were
$7.3 million, or 6.5% of sales, for FY 1997 as compared to $6.2 million, or 5.3%
of sales for FY 1996, an increase as a percent of sales as a result of lower
sales and of costs and expenses associated with operating I.C.H. Corporation as
a stand-alone public company as explained above and increased expenses
associated with business development and real estate operations necessary to
achieve new store development requirements.

Depreciation and Amortization - Depreciation and amortization expense was $5.4
million, or 4.8% of sales in FY 1997 as compared to $6.0 million, or 5.1% of
sales in FY 1996, a decrease as a percent of sales as a result of the impact of
the sale/leaseback as explained above net of goodwill amortization as a result
of purchase accounting related to the Sybra acquisition.

Non-recurring and Restructuring Charges - Non-recurring and restructuring
charges were $1.5 million in FY 1997 as a result of the restructuring of Sybra's
operations, buy-out of an employment contract and non-recurring expenses related
to obtaining financing and maintaining Sybra's status as an Arby's franchisee.

Other - Other expenses were $1.0 million in FY 1997, as compared to $1.2 million
in FY 1996. Other expenses in FY 1997 relate primarily to the cost of operations
of Perry Park, and for FY 1996 relate primarily to store closings.


                                       13
<PAGE>


Interest Expense - Interest expense was $4.3 million in FY 1997 as compared to
$2.4 million in FY 1996, an increase of $2.0 million as a result of debt
incurred in connection with the Company's acquisition of Sybra.


PERRY PARK RESORTS, INC.

The Perry Park real estate consists of an approximately 2,600 acre planned
development including an 18-hole golf course, club house, restaurant, salable
lots, three lakes, additional platted but undeveloped lots and unimproved
acreage which generates agriculturally based revenues. The platted undeveloped
lots and unimproved acreage are estimated to be approximately 1,800 acres. The
operations of the Perry Park development are seasonal in nature and are not
material to the operations of the Company.


IMPACT OF THE YEAR 2000 ISSUES

Based on a recent assessment, the Company has determined that it will not have
to modify or replace any of its software and that its computer systems will
properly utilize dates beyond December 31, 1999.


LIQUIDITY AND CAPITAL RESOURCES

The Company's primary liquidity needs arise from debt service on indebtedness
incurred in connection with the Sybra acquisition and the funding of capital
expenditures. As of December 31, 1997, the Company had total outstanding
indebtedness for borrowed money of $43 million, comprised of a $34 million term
facility with Atherton Capital Incorporated ("Atherton") and a $9 million debt
obligation to USRP. The Atherton term facility has a weighted-average maturity
of 12.5 years and bears interest at 10.63%. The Atherton term facility requires
monthly payments of principal and interest, is collateralized by substantially
all of the Company's restaurant equipment, and imposes certain financial
restrictions and covenants. The $9 million obligation to USRP bears interest at
the rate of 14.5%.

The Company's primary source of liquidity during the period from February 19,
1997 through December 31, 1997 was funds from the operation of the restaurants
owned by Sybra and the proceeds of the sale of Bankers Multiple Line Insurance
Company ("BML") to the Lone Star Liquidating Trust.

In the future, the Company's liquidity and capital resources will primarily
depend on the operations of Sybra which, under the provisions of its loan
agreement with Atherton, would permit, under certain conditions, distributions
and dividends to the Company. Sybra, like most restaurant businesses, is able to
operate with nominal or deficit working capital because all sales are for cash
and inventory turnover is rapid. Renovation and/or remodeling of existing stores
is either funded directly by Sybra from available cash or, in some instances, is
financed through outside lenders. Construction or acquisition of new stores is
generally, although not always, financed by outside lenders. The Company
believes that it will continue to be able to secure adequate financing on
acceptable terms for new store construction and acquisitions and that cash
generated from operations will be adequate to meet its needs for the foreseeable
future, although no assurances can be given.

On August 7, 1997, Sybra executed a loan commitment letter with FFCA to finance
the construction of up to 12 new Arby's restaurants during the next two years.
Under the terms of the commitment letter, FFCA has agreed to finance mortgage
and equipment loans for up to 12 new Arby's restaurants to be built by Sybra, to
a maximum of $1 million per location.

The Company maintains, with a bank, a $150,000 letter of credit that
automatically renews in November of each year.


                                       14
<PAGE>


CAPITAL LOSS CARRY FORWARD

On April 25, 1997, the Company sold its interest in the stock of BML which
generated a significant tax loss (see Note 11 of Notes To Consolidated Financial
Statements). Due to limitations pursuant to the Internal Revenue Code and
Treasury regulations thereunder, no deferred tax asset has been recorded for the
capital loss carry forward due to the uncertainty of its existance and
realizability.


CAPITAL EXPENDITURES

Sybra's total capital expenditures were $12.1 million, $6.3 million and $5.2
million in 1995, 1996 and 1997, respectively, which include new store
development, as well as store maintenance, store remodel and store renovation
capital expenditures. The Company anticipates that Sybra's store maintenance,
store remodel and store renovation capital expenditures for 1998 will
approximate $2.5 million. The level of capital expenditures for new store
development and acquisitions will be dependent upon several factors, including
the number of stores constructed and/or acquired as well as the capital
structure of any such transactions.


INFLATION

Certain of the Company's operating costs are subject to inflationary pressures,
of which the most significant are food and labor costs. As of December 31, 1997,
approximately 24% of the Company's employees were paid wages equal to or based
on the federal minimum hourly wage rate. Recent changes in the federal minimum
hourly wage rate will serve to increase labor costs in fiscal year 1998 and
beyond. Economic growth that would reduce unemployment or make more jobs
available in higher paying industries, would directly affect the Company's labor
costs.


                                       15
<PAGE>


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
---------------------------------------------------

The response to this item is submitted as a separate section of this Form 10-K.
See Item 14.


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
-----------------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------

None



                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
-----------------------------------------------------------

The information required by Item 10 is incorporated by reference from the
Company's definitive proxy statement for its annual meeting of stockholders to
be held May 29, 1998.


ITEM 11. EXECUTIVE COMPENSATION
-------------------------------

The information required by Item 11 is incorporated by reference from the
Company's definitive proxy statement for its annual meeting of stockholders to
be held May 29, 1998.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-----------------------------------------------------------------------

The information required by Item 12 is incorporated by reference from the
Company's definitive proxy statement for its annual meeting of stockholders to
be held May 29, 1998.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------

The information required by Item 13 is incorporated by reference from the
Company's definitive proxy statement for its annual meeting of stockholders to
be held May 29, 1998.


                                       16
<PAGE>


                                     PART IV


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FROM 8-K
------------------------------------------------------------------------

(a)     1. Financial Statements
        The financial statements filed as part of this report are listed in the
        Index to Consolidated Financial Statements on page F-1.

                                                                     Page(s)
                                                                     -------
             Independent Accountant's Opinion                        F-2
             Consolidated Balance Sheets                             F-3
             Consolidated Statements of Operations                   F-4
             Consolidated Statements of Stockholders' Equity         F-5
             Consolidated Statements of Cash Flows                   F-6
             Notes to Consolidated Financial Statements              F-7 - F-17

             Independant Accountant's Report                         F-18
             Consolidated Balance Sheet of February 19, 1997         F-19
             Notes to Consolidated Financial Statements              F-20 - F-25

        2. Financial Statement Schedules
        Schedules have been omitted because the required information is shown in
        the consolidated financial statements or notes thereto or they are not
        applicable.

        3. Exhibits
        The exhibits to this Report are listed on the accompanying Index to
        Exhibits and are incorporated herein by reference or are filed as part
        of this Annual Report on Form 10-K.

(b)     Reports on Form 8-K
        A Report on Form 8-K, dated February 10, 1998, was filed by the Company
        during the quarter ended December 31, 1997. Items 5 and 7 were reported
        thereon.

                                       17
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                      I.C.H. Corporation
                      (Registrant)

Dated: March 27, 1998         /s/James R. Arabia
                             --------------------------
                             James R. Arabia
                             Chairman of the Board, President and
                             Chief Executive Officer

Dated: March 27, 1998        /s/David A. Brainard
                             --------------------------
                             David A. Brainard
                             Senior Vice President and
                             Chief Financial Officer

Dated: March 27, 1998        /s/John A. Bicks
                             --------------------------
                             John A. Bicks
                             Secretary and Director

Dated: March 27, 1998        /s/Michael D. Dunn
                             --------------------------
                             Michael D. Dunn
                             Director

Dated: March 27, 1998        /s/Kenneth E. Giddens
                             --------------------------
                             Kenneth E. Giddens
                             Director

Dated: March 27, 1998        /s/Carl D. Robinson
                             --------------------------
                             Carl D. Robinson
                             Director

Dated: March 27, 1998        /s/Raymond L. Steele
                             --------------------------
                             Raymond L. Steele
                             Director

Dated: March 27, 1998        /s/Robert H. Drechsler
                             --------------------------
                             Robert H. Drechsler
                             Director


                                       18
<PAGE>

                         INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                      Page

<S>                                                                   <C>
I.C.H. CORPORATION AND SUBSIDIARIES:

     Independent Accountant's Report                                  F-2

     Consolidated Balance Sheets - Company as of December 31, 1997
          and Predecessor as of December 28, 1996                     F-3

     Consolidated Statements of Operations - Company for the
          eight-month period ended December 31, 1997 and Predecessor
          for the four-month period ended April 30, 1997 and the
          years ended December 28, 1996 and December 30, 1995         F-4

     Consolidated Statements of Stockholders' Equity - Company for
          the period from February 19, 1997 to December 31, 1997 and
          Predecessor for the four-month period ended April 30, 1997
          and the years ended December 28, 1996 and December 30, 1995 F-5

     Consolidated Statements of Cash Flows - Company for the eight-
          month period ended December 31, 1997 and Predecessor for
          the four-month period ended April 30, 1997 and the years
          ended December 28, 1996 and December 30, 1996               F-6

     Notes to Consolidated Financial Statements                       F-7 - F-17

I.C.H. CORPORATION AND SUBSIDIARIES:

     Independent Accountant's Report                                  F-18

     Consolidated Balance Sheet as of February 19, 1997               F-19

     Notes to the Consolidated Financial Statements                   F-20 - F-25
</TABLE>


                                       F-1
<PAGE>

[Coopers & Lybrand Letterhead]

                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
I.C.H. Corporation

We have audited the accompanying consolidated balance sheets of Sybra, Inc.
("Predecessor") as of December 28, 1996 and of I.C.H. Corporation and
Subsidiaries ("Company") as of December 31, 1997, and the related
consolidated statements of operations, stockholders' equity and cash
flows--Predecessor for the years ended December 30, 1995 and December 28, 1996
and for the four-month period ended April 30, 1997 and--Company for the
eight-month period ended December 31, 1997. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Sybra, Inc. as of
December 28, 1996 and--I.C.H. Corporation and Subsidiaries as of December 31,
1997, and the consolidated results of their operations and their cash
flows--Predecessor for the years ended December 30, 1995 and December 28, 1996
and for the four-month period ended April 30, 1997 and--Company for the
eight-month period ended December 31, 1997 in conformity with generally accepted
accounting principles.

                                                    /s/ Coopers & Lybrand L.L.P.

Atlanta, Georgia
March 28, 1998

                                      F-2

<PAGE>


                       I.C.H. CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                       (In thousands except share amounts)

                                                    December 28,    December 31,
                                                       1996            1997
                                                   (Predecessor)     (Company)
                                                   -------------    -----------
ASSETS
Current assets:
   Cash and cash equivalents                          $ 2,294        $  4,418
   Accounts receivable                                    299             530
   Inventories                                          1,499           1,372
   Deferred income taxes                                1,225           1,257
   Other current assets                                   655           1,565
                                                      -------        --------
        Total current assets                            5,972           9,142

Property and equipment, net                            53,582          24,696
Intangible assets, net                                 15,848          39,470
Other assets                                              199           1,956
                                                      -------        --------
   Total assets                                       $75,601        $ 75,264
                                                      =======        ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                   $ 5,277        $  2,741
   Accrued liabilities                                  8,253           8,745
   Current portion of long-term debt                        4           1,714
   Current portion of capital
      lease obligations                                   893             948
                                                      -------        --------
        Total current liabilities                      14,427          14,148

Noncurrent liabilities:
   Long-term debt                                       1,081          44,718
   Long-term capital lease obligations                  3,647           2,699
   Debt to former parent                               20,000              --
   Deferred income taxes                                   14           1,908
   Other liabilities                                    1,290             606
                                                      -------        --------
        Total liabilities                              40,459          64,079
                                                      -------        --------

Stockholders' equity:
   Predecessor common stock, $.50 par value;
        200,000 authorized, 55,199 issued and              28
        outstanding
   Preferred stock, $0.01 par value; 1,000,000
        authorized; none issued and outstanding
   Common stock, $0.01 par value; 9,000,000
        authorized; 2,414,495 outstanding
        (see note 10)                                                      24
   Paid-in-capital                                     21,398          12,025
   Retained earnings (deficit)                         13,716            (864)
                                                      -------        --------
        Total stockholders' equity                     35,142          11,185
                                                      -------        --------

        Total liabilities and stockholder's equity    $75,601        $ 75,264
                                                      =======        ========

                 See Notes to Consolidated Financial Statements.

                                       F-3

<PAGE>

                       I.C.H. CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       (In thousands except share amounts)


                                            Predecessor                Company
                             ------------------------------------   ------------
                                                          For the      For the
                                                           four         eight
                                For the       For the     months       months
                              year ended    year ended     ended        ended
                             December 30,  December 28,  April 30,  December 31,
                                 1995          1996        1997         1997
                             -----------   -----------   --------   ------------
Revenues and other income:
   Restaurant sales            $115,370     $115,973     $37,868     $ 73,787
   Real estate operations and       161          151          48        1,219
   other
                               --------     --------     -------     --------
                                115,531      116,124      37,916       75,006
Costs and expenses:
   Restaurant costs and
     expenses                    94,414       93,867      32,006       61,503
   General and administrative     6,643        6,179       2,212        5,087
   Depreciation and
     amortization                 6,041        5,972       2,006        3,398

Non-recurring/restructuring
charges                              --           --          --        1,497
   Other                            900        1,200          --          977
                               --------     --------     -------     --------
Operating income                  7,533        8,906       1,692        2,544

   Interest expense               2,605        2,346         638        3,661
                               --------     --------     -------     --------

Income (loss) before income
   taxes                          4,928        6,560       1,054       (1,117)
Provision (benefit) for
   income taxes                   1,913        2,398         434         (253)
                               --------     --------     -------     --------
Net income (loss)              $  3,015     $  4,162     $   620     $   (864)
                               ========     ========     =======     ========

Net loss per share
   Basic                                                               ($0.31)
   Diluted                                                             ($0.31)

Weighted-average common shares
   outstanding (See note 10)                                         2,793,550

                 See Notes to Consolidated Financial Statements.

                                       F-4
<PAGE>

                       I.C.H. CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                       (In thousands except share amounts)

<TABLE>
<CAPTION>
                                                                                          TOTAL
                                                             PAID-IN       RETAINED    STOCKHOLDERS'
                                        COMMON STOCK         CAPITAL       EARNINGS       EQUITY
                                    --------------------     --------      --------      --------
                                     Shares      Amount
<S>                                 <C>              <C>     <C>           <C>           <C>
Predecessor
   Balance at December 31, 1994        55,199        $28     $ 21,398      $  6,539      $ 27,965

        Net income                         --         --           --         3,015         3,015
                                    ---------    -------     --------      --------      --------

   Balance at December 30, 1995        55,199         28       21,398         9,554        30,980

        Net income                         --         --           --         4,162         4,162
                                    ---------    -------     --------      --------      --------

   Balance at December 28, 1996        55,199         28       21,398        13,716        35,142

        Net income for period              --         --           --           620           620

        Distributions:
             Land parcel                   --         --           --          (845)         (845)
             Cash                          --         --           --       (46,079)      (46,079)
                                    =========    =======     ========      ========      ========
   Balance at April 30, 1997           55,199        $28     $ 21,398      $(32,588)     $(11,162)
                                    =========    =======     ========      ========      ========

Company
   Balance at February 19, 1997            --    $    --     $ 12,190      $     --      $ 12,190

   Issuance of common stock         2,414,495         24          (24)           --
   Cash paid for shares
     redeemed                              --         --         (141)           --          (141)
   Net loss  (see Note 1)                  --         --           --          (864)         (864)

                                    =========    =======     ========      ========      ========
   Balance at December 31, 1997     2,414,495    $    24     $ 12,025      $   (864)     $ 11,185
                                    =========    =======     ========      ========      ========
</TABLE>


                 See Notes to Consolidated Financial Statements.

                                       F-5
<PAGE>

                       I.C.H. CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       (In thousands except share amounts)

<TABLE>
<CAPTION>
                                                                                 Predecessor                        Company
                                                            -----------------------------------------------    -----------------
                                                                                               For the four
                                                            For the year      For the year        months         For the eight
                                                                ended             ended            ended             months
                                                            December 30,      December 28,       April 30,     ended December 31,
                                                                1995              1996             1997               1997
                                                            -----------       -----------      ------------    -----------------
<S>                                                          <C>               <C>               <C>               <C>
Cash flows from operating activities:
Net income (loss)                                            $  3,015          $  4,162          $    620          $   (864)
Adjustments to reconcile net income
         to cash from operating activities:
    Depreciation and amortization                               6,041             5,972             2,006             3,398
    Deferred income taxes (benefit)                              (239)             (645)              480               (68)
    Accrued rent                                                   --                --                --               332
    Provision for store closings and other                        900             1,200                --               462
         non-recurring/restructuring charges
Changes in current assets and liabilities:
    Accounts receivable                                            --                --                --              (231)
    Inventories                                                    37               (16)               38                89
    Payable to (due from) former parent                           290                64              (741)             (370)
    Accounts payable and accrued expenses                      (1,109)            2,761            (3,173)              880
    Other, net                                                   (485)             (596)              168            (1,334)
                                                             --------          --------          --------          --------
           Net cash provided by operating
           activities                                           8,450            12,902              (602)            2,294
                                                             --------          --------          --------          --------
Cash flows from investing activities:
    Capital expenditures                                      (11,976)           (6,095)           (1,763)           (3,336)
    Proceeds from disposition of property
         and equipment                                             --                --            35,655               232
    Acquisition of Sybra, Inc, net of $886
         cash acquired                                             --                --                --           (13,614)
    Sale of subsidiary                                             --                --                --             5,000
    Proceeds from Old ICH liquidating trust                        --                --                --             2,790
         (see Note 3)
    Other, net                                                    190               (94)               --               (65)
                                                             --------          --------          --------          --------
           Net cash provided (used) by
           investing activities                               (11,786)           (6,189)           33,892            (8,993)
                                                             --------          --------          --------          --------
Cash flows from financing activities:
    Borrowings on credit agreement                             43,677            28,758             9,299                --
    Repayment on credit agreement                             (33,346)          (45,285)          (10,384)               --
    Proceeds from issuance of long-term
         debt, net of expenses                                     --                --                --            36,448
    Proceeds from debt to former parent                            --            11,000             3,772                --
    Repayment of debt to former owner
         of  Sybra                                             (7,000)               --                --           (23,772)
    Repayment of long-term debt and
         capital lease obligations                                 --                --              (306)           (1,603)
    Distribution to former owner of Sybra                          --                --           (46,079)               --
    Loan element of sale/leaseback
         financing                                                 --                --             9,000                --
    Other, net                                                     --                --                --              (456)
                                                             --------          --------          --------          --------
           Net cash provided (used) by
           financing activities                                 3,331            (5,527)          (34,698)           10,617
                                                             --------          --------          --------          --------
Net change in cash and cash equivalents                            (5)            1,186            (1,408)            3,918
Cash and cash equivalents at beginning
    of period                                                   1,113             1,108             2,294               500
                                                             ========          ========          ========          ========
Cash and cash equivalents at end of period                   $  1,108          $  2,294          $    886          $  4,418
                                                             ========          ========          ========          ========

Supplemental non-cash disclosures:
    Cash paid for
           Income taxes                                         1,845             3,335             1,029             1,085
           Interest                                             2,578             2,368               606             3,622
    Note issued in acquisition of Sybra,
           Inc.                                                                                                        2,000
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                       F-6
<PAGE>

                       I.C.H. CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   (All amounts in 000's except share amounts)

1.      Organization, Business and Summary of Significant Accounting Policies:


        Organization

        I.C.H. Corporation (the "Company") is the post-reorganization successor
        to ICH Corporation ("Old ICH"). Old ICH, together with its subsidiaries,
        filed voluntary petitions for relief under Chapter 11 bankruptcy on
        October 10, 1995. The Company's plan of reorganization was confirmed
        February 7, 1997 and became effective on February 19, 1997 (the
        "Effective Date"). Until its acquisition of Sybra, Inc. (see Note 2),
        the Company had no significant business operations.

        On the Effective Date, all of the outstanding equity securities ("Old
        ICH Common Stock" and "Old ICH Preferred Stock", collectively the "Old
        ICH Stock") of Old ICH were canceled. The Company's Restated Certificate
        of Incorporation authorized the issuance of 9,000,000 shares of common
        stock and 1,000,000 shares of preferred stock. Holders of Old ICH Stock
        have two years from the Effective Date in which to exchange their
        canceled shares for the Company's common stock. Generally, holders of
        the canceled Old ICH shares are entitled to receive 0.0269 shares of the
        Company's common stock for each share of Old ICH Common Stock and 0.2
        shares of the Company's common stock for each share of Old ICH Preferred
        Stock and, for a period of 40 days from the Effective Date, certain
        holders could elect to exchange canceled shares for a single de minimis
        cash payment. An aggregate of $141 was paid for shares exchanged during
        this period.

        Business and Presentation

        The accompanying Consolidated Financial Statements labeled "Company"
        include the accounts of the Company and its wholly-owned subsidiaries,
        principally Sybra, Inc. ("Sybra"). All significant intercompany accounts
        and transaction have been eliminated. Included in the results of
        operations for the eight months ended December 31, 1997 are revenues and
        operating loss of $164 and $(188), respectively, for the period from
        February 19, 1997 to April 30, 1997 (period prior to the acquisition of
        Sybra). In addition, cash flows for the period prior to the acquisition
        of Sybra consisting principally of cash from the sale of a subsidiary
        and from the Lone Star Liquidating Trust (see Note 3) and are included
        in cash flows for the eight months ended December 31, 1997. Sybra
        currently operates a chain of 149 fast food restaurants clustered in
        four regions, primarily Texas, Michigan, Pennsylvania and Florida, as a
        franchisee of Arby's, Inc. d/b/a Triarc Restaurant Group ("Arby's").
        Another subsidiary owns and operates a golf course and planned
        residential development in Kentucky.

        Sybra is considered to be a Predecessor of the Company and, accordingly,
        the historical financial statements of Sybra, prior to its acquisition
        by the Company on April 30, 1997, are presented with the accompanying
        financial statements of the Company. The acquisition of Sybra resulted
        in changes in the cost basis of Sybra's assets and liabilities, use of
        estimated lives for certain of the intangibles that are different from
        those used by the Predecessor and a different capital structure. These
        factors significantly affect the comparability of the Predecessor's
        financial information.

        Significant Accounting Policies

        Fiscal Year. The Company operates on a calendar year basis. Sybra,
        however, uses a 52/53 week fiscal year ending on the last Saturday of
        the year. Accordingly, the accompanying financial statements include
        Sybra's results for the periods ended December 30, 1995, December 28,
        1996 and April 30, 1997 and December 27, 1997.


                                       F-7
<PAGE>

                       I.C.H. CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   (All amounts in 000's except share amounts)

        Cash and Cash Equivalents. The Company considers all highly liquid
        investments with an original maturity of three months or less when
        purchased to be cash equivalents. Interest income on cash equivalents
        was $1, $1, $1 and $99 for the periods ended December 30, 1995, December
        28, 1996, April 30, 1997, and December 31, 1997, respectively.

        Food and Supplies Inventories. Food and supplies inventories are stated
        at the lower of cost or market. Cost is determined using the first-in,
        first-out (FIFO) method.

        Property and Equipment. Property and equipment is stated at cost less
        accumulated depreciation and amortization. Normal repairs and
        maintenance costs are expensed as incurred. Depreciation is being
        recorded on a straight-line basis over the following estimated useful
        lives:


                  Buildings                                       40 years
                  Restaurant equipment                            5-10 years


        Buildings under capitalized leases and leasehold improvements are
        amortized on a straight-line basis over the lesser of the lease term or
        the estimated useful lives of the assets.

        Intangibles. Franchise agreements with Arby's require the Company to pay
        a franchise fee for each new restaurant developed and de minimis renewal
        fees for franchises that have expired. Each franchise agreement provides
        the Company the right to operate an Arby's restaurant for a period of 20
        years and is renewable by the Company, subject to certain conditions,
        for varying terms of up to 20 years. Franchise fees are capitalized and
        amortized using the straight-line method over 40 years.

        Acquired royalty rights, representing the fair value of royalty rates of
        acquired franchises, are capitalized and amortized on a straight-line
        basis over 20 years or the remaining life of the franchise agreement,
        whichever is less.

        Equity in operating leases, representing the estimated fair value of
        base rental rates, less the actual rental obligation, is amortized on a
        straight-line basis over 20 years or the remaining life of the lease
        including option periods, whichever is less.

        Goodwill is amortized using the straight-line method over 40 years. At
        each balance sheet date, the Company evaluates the realizability of
        goodwill based upon expectations of operating income for the restaurants
        as a group. The Company believes that no material impairment of goodwill
        exists at December 28, 1996 and December 31, 1997.

        Income Taxes. Deferred income taxes are computed using the liability
        method, which provides that deferred tax assets and liabilities are
        recorded based on the differences between the tax bases of assets and
        liabilities and their carrying amounts for financial reporting purposes
        (see Note 11).

        Advertising Expenses. All advertising costs are expensed as incurred.
        Advertising expenses were approximately $9,200, $9,400, $3,400 and
        $5,000 for the periods ended December 30, 1995, December 28, 1996, April
        30, 1997 and December 31, 1997, respectively.

        Use of Estimates. The preparation of financial statements in conformity
        with generally accepted accounting principles requires management to
        make estimates and assumptions that affect the reported amounts of
        assets, liabilities, revenues and expenses in the financial statements
        and in the disclosure of contingent assets and liabilities. While actual
        results could differ from those estimates, management believes that
        actual results will not be materially different from amounts provided in
        the accompanying consolidated financial statements.


                                       F-8
<PAGE>

                       I.C.H. CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   (All amounts in 000's except share amounts)

        Earnings Per Share. In 1997, the Company adopted SFAS No. 128, "Earnings
        Per Share," which requires presentation of both basic and diluted
        earnings per share. Basic net loss per share is computed based on the
        weighted-average number of common shares outstanding during the year
        (see Note 10). Because the results for the eight months ended December
        31, 1997 reflect a net loss from continuing operations, basic and
        diluted loss per share are calculated based on the same weighted average
        number of shares outstanding.

        Net earnings per common share for the Predecessor is not presented as
        the per share results are not meaningful due to the changes resulting
        from the acquisition of Sybra (see Note 2).

        New Accounting Standards. In June 1997, the FASB issued SFAS No. 131,
        "Disclosures about Segments of an Enterprise and Related Information,"
        superseding SFAS No. 14, "Financial Reporting of Segments of a Business
        Enterprise." SFAS No. 131 establishes new standards for reporting
        operating segment information in annual and interim financial
        statements. The Company does not believe this Statement will have any
        impact on the financial statements.

2.      Acquisition of Sybra

        On April 30, 1997, the Company acquired all of the common stock of Sybra
        for $15,614 including related expenses and net of cash acquired of $886.
        The Company incurred $2,000 in acquisition indebtedness to the seller
        and paid the remainder in cash. The acquisition was recorded under the
        purchase method of accounting and, accordingly, the results of
        operations of Sybra commencing May 1, 1997 are included in the
        accompanying financial statements of the Company.

        The purchase price was allocated to identifiable tangible and intangible
        assets and liabilities based on their estimated fair values, with the
        excess of the purchase price over the fair value of such net assets
        acquired reflected as goodwill, as follows:

        Current Assets                                                  $ 3,428
        Franchise rights                                                  3,865
        Other intangibles, excluding goodwill                             8,299
        Goodwill                                                         28,159
        Tangible assets                                                  20,342
        Liabilities assumed                                             (48,479)
                                                                        -------
        Purchase price                                                  $15,614
                                                                        =======


3.      Old ICH Transactions

        On April 25, 1997, the Company exercised its option pursuant to the
        Reorganization Plan, to sell all of the outstanding capital stock of
        Bankers Multiple Line Insurance Company ("BML"), a property and casualty
        insurer licensed in all fifty states, for its carrying value of $5,000.

        In February 1997, the Company received $2,790 in satisfaction of a
        receivable related to the Old ICH Reorganization Plan.


                                       F-9
<PAGE>

                       I.C.H. CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   (All amounts in 000's except share amounts)

4.      Other Current Assets

        Other current assets consist of the following as of:

                                                 December 28,    December 31,
                                                     1996           1997
                                                (Predecessor)     (Company)
                                               --------------    ------------
        Due from Sybra's former parent                $   -            $558
        Prepaid rent                                    522             971
        Other prepaid expenses                          133              36
                                               -------------     ------------
        Other current assets                           $655          $1,565
                                               =============     ============


5.      Intangibles

        Intangible assets, net, consist of the following as of:

                                                 December 28,    December 31,
                                                    1996             1997
                                                (Predecessor)     (Company)
                                               --------------    ------------
        Franchise rights                              $4,548         $4,164
        Other intangibles, excluding goodwill         15,840          8,024
        Goodwill                                       2,630         28,159
                                               --------------    ------------
        Total                                         23,018         40,347
        Less accumulated amortization                  7,170            877
                                               --------------    ------------
        Intangible assets, net                       $15,848        $39,470
                                               ==============    ============


6.      Property and Equipment

        Property and equipment, net, consist of the following as of:

                                                 December 28,     December 31,
                                                    1996              1997
                                                (Predecessor)       (Company)
                                               ---------------    ------------
        Land                                          $17,830          $4,363
        Buildings                                      21,631           1,890
        Leasehold Improvements                         19,013          11,752
        Restaurant Equipment                           22,688          11,539
        Construction in Progress                          660             726
                                               ---------------    ------------
             Total                                     81,822          30,270
        Less  accumulated depreciation and
             amortization                              28,240           5,574
                                               ---------------    ------------
        Property and equipment, net                   $53,582         $24,696


                                       F-10
<PAGE>

                       I.C.H. CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   (All amounts in 000's except share amounts)

7.      Leases

        The Company leases substantially all of the land and buildings used in
        its restaurant operations under noncancelable leases with remaining
        lease terms of one to twenty years. In many cases, the leases provide
        for one or more renewal options. The leases generally require the
        Company to pay property taxes, insurance, maintenance and other
        operating costs of the properties. Some also require contingent rent
        payments based on a percentage of restaurant sales.

        Base rent expense for operating leases for the periods ended December
        30, 1995, December 28, 1996, April 30, 1997 and December 31, 1997 was
        approximately $4,523, $4,149, $1,373 and $5,520, respectively.
        Additional (contingent) rental payments were approximately $429, $437,
        $130 and $240, for the same periods, respectively.

        Immediately prior to its acquisition by the Company on April 30, 1997,
        Sybra entered into a sale/leaseback transaction in which Sybra sold land
        and buildings related to 61 restaurants for their fair value of $36,000
        and leased them back under twenty-year base term leases (classified as
        operating) with options that could, at Sybra's option, extend the leases
        an additional 20 years. As part of the sale/leaseback transaction, Sybra
        received an additional $9,000 in the form of a loan. Total proceeds of
        the transaction were $44,200, net of related expenses. The proceeds were
        distributed to Sybra's former parent. The lease payments escalate,
        requiring the Company to straight-line the rent expense over the term of
        the lease.

        The Company's future minimum rental commitments as of December 31, 1997
        for all noncancelable capital and operating leases are as follows:

                                                                     Operating
        Fiscal Year                             Capital Leases        Leases
        -------------------------------------   ---------------   -------------
         1998                                           $1,375          $8,948
         1999                                              685           8,641
         2000                                              553           8,239
         2001                                              533           7,957
         2002                                              533           7,507
        Thereafter                                       2,092          79,800
                                                ---------------   -------------
        Total                                            5,771        $121,092
                                                                  =============
        Less amount representing interest                2,124
                                                ---------------
        Present value of future minimum
              lease payments                            $3,647
                                                ===============


8.      Accrued Liabilities

        Accrued liabilities consist of the following as of:

                                           December 28,        December 31,
                                              1996                 1997
                                          (Predecessor)          (Company)
                                          -----------------    ----------------
        Employee related                            $2,840              $2,203
        Property and other taxes                       983               1,122
        Insurance related                            2,031               2,303
        Other                                        2,399               3,117
                                          -----------------    ----------------
             Total                                  $8,253              $8,745
                                          =================    ================


                                       F-11
<PAGE>

                       I.C.H. CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   (All amounts in 000's except share amounts)

  9.    Long-Term Debt

        Long-term debt consists of the following as of:

                                                December 28,        December 31,
                                                   1996                1997
                                               (Predecessor)         (Company)
                                               -------------        -----------
        Term loan, 10.63%, payable monthly
           through 2012                             $    --            $33,984
        Loan, 14.50%                                     --              9,000
        Acquisition indebtedness due in 1999             --              2,000
        Credit agreement                              1,085                  -
        Other                                                            1,448
                                               -------------        -----------
                                                      1,085             46,432
        Less:  current portion                            4              1,714
                                               -------------        -----------
        Total                                       $ 1,081            $44,718
                                               =============        ===========


        Concurrently with the acquisition of Sybra, the Company entered into a
        loan agreement that provides, on an aggregate basis, a $35,000
        fixed-rate term loan bearing interest at 10.63% with a weighted-average
        maturity of 12.5 years. The term loan is collateralized by substantially
        all of the restaurant equipment owned by Sybra. The proceeds of the term
        loan were used to fund the acquisition of Sybra and retire debt payable
        to Sybra's former parent assumed in the acquisition.

        The loan agreement contains covenants which require, among other things,
        the maintenance of a minimum fixed charge coverage ratio, restrictions
        that limit the payment of dividends, and other provisions and
        restrictive covenants.

        As mentioned in Note 7, as an element of the sale/leaseback transaction
        completed immediately before its acquisition by the Company, Sybra
        received $9,000 as a loan. The loan element of the transaction carries
        an interest rate of approximately 14.50% and may be repaid at any time
        without penalty. If not repaid prior to December 31, 1999, the loan will
        be repaid pursuant to a 20-year amortization schedule.

        At December 31, 1997, long-term debt had a fair value that approximates
        the carrying value.

        The aggregate maturities of long-term debt at December 31, 1997 are as
        follows:

        Fiscal year
        ----------------------------------------------
        1998                                                          $1,714
        1999                                                          12,904
        2000                                                           2,116
        2001                                                           2,339
        2002                                                           2,537
        Thereafter                                                    24,822
                                                          -------------------
        Total                                                        $46,432
                                                          ===================


        The Company maintains, with a bank, a $150 letter of credit that
        automatically renews in November of each year.

        On August 1, 1997, Sybra executed a loan commitment letter with
        Franchise Finance Corporation of America ("FFCA") to finance the
        construction of up to 12 new Arby's restaurants during the next two
        years. Under the terms of the commitment letter, FFCA has agreed to
        finance mortage and equipment loans for up to 12 new Arby's restaurants
        to be built by Sybra, to a maximum of $1 million per location.


                                       F-12
<PAGE>

                       I.C.H. CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   (All amounts in 000's except share amounts)

  10.   Equity and Earnings Per Common Share

        Given the stock conversion provisions of the Reorganization Plan, the
        Company has not determined and cannot currently determine, the ultimate
        number of shares of common stock that will be issued upon completion of
        the stock conversion. However, based on the number of outstanding shares
        of Old ICH Stock on the Effective Date, and after considering nominal
        shareholders of record who are not eligible to convert their shares into
        shares of the Company's common stock and shares which were exchanged for
        cash under the provisions of the Reorganization Plan, the Company
        estimates that a maximum of approximately 2,793,550 shares of the
        Company's common stock could be issued, although the amount could be
        lower if all shares are not exchanged prior to the end of the two-year
        period.

        Although conservative, the Company has used the maximum 2,793,550 shares
        in computing loss per share. As of December 31, 1997, 2,414,495 shares
        of common stock were outstanding.

        As of February 19, 1997, the Company declared a dividend of one right
        (collectively, the "Rights") for each share of the Company's common
        stock. Each Right represents the right to purchase one one-thousandth of
        a share of Series A Junior Participating Preferred Stock (the "Junior
        Preferred Stock"). The Rights, as amended, have an exercise price of
        $20.00 per right and are exercisable until February 19, 2007. Ten
        thousand shares of the Company's authorized preferred stock have been
        designated as the Junior Preferred Stock and have been reserved for
        issuance upon the exercise of the Rights. The Rights are not exercisable
        until the occurrence of those "triggering events" detailed in the Rights
        Agreement by and between the Company and the Mid-America Bank of
        Louisville and Trust Company. Upon the occurrence of any of such
        triggering events, all holders of Rights (other than the holder that
        caused the triggering event to occur) will thereafter have the right to
        receive upon exercise that number of shares of the Company's common
        stock having a market value of two times the exercise price of the
        Right. The Junior Preferred Stock has voting rights equal to 1,000 votes
        per share and is entitled to receive dividends, on a cumulative basis,
        payable in cash, equal to 1,000 times the aggregate per share amount of
        all cash dividends or all non-cash dividends or other distributions
        declared on the Company's common stock. Upon liquidation, the Junior
        Preferred Stock is entitled to receive an aggregate amount per share
        equal to 1,000 times the aggregate amount to be distributed per share to
        the holders of shares of common stock plus any accrued and unpaid
        dividends.


                                       F-13
<PAGE>

                       I.C.H. CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   (All amounts in 000's except share amounts)

11.     Income Taxes

        The provision (benefit) for income taxes consists of:


                                     Predecessor                     Company
                    --------------------------------------------   -------------
                                                    For the          For the
                     For the year   For the year   four months     eight months
                        ended          ended          ended            ended
                     December 30,   December 28,     April  30,     December 31,
                         1995           1996           1997            1997
                    --------------------------------------------   -------------
         Current        $2,152         $3,043        $(46)           $(185)
         Deferred         (239)          (645)        480              (68)
                    --------------------------------------------   -------------
                        $1,913         $2,398        $434            $(253)
                    ============================================   =============


         Deferred taxes reflect the net tax effects of temporary differences
         between carrying amounts of assets and liabilities for financial
         reporting purposes and the amounts used for income tax purposes.
         Significant components of the Company's deferred tax assets and
         liabilities are as follows:


                                                   December 28,     December 31,
                                                       1996            1997
                                                  (Predecessor)      (Company)
                                                ---------------   --------------
   Property and equipment                               $3,017          $3,388
   Accrued liabilities and other                         1,703           1,481
                                                ---------------   --------------
        Deferred tax assets                              4,720           4,869
   Deferred tax liability - Intangible assets           (3,509)         (4,060)
   Valuation allowance                                      --          (1,460)
                                                ---------------   --------------
   Net deferred tax asset                               $1,211           $(651)
                                                ===============   ==============

                                                ===============   ==============
   Current deferred tax assets                          $1,225          $1,257
   Non-current deferred tax liabilities                    (14)         (1,908)
                                                ---------------   --------------
   Net deferred tax liability                           $1,211           $(651)
                                                ===============   ==============

        The Company's tax basis in real estate exceeds its book basis resulting
        in a deferred tax asset of $1,460 using a 34% federal rate. The Company
        recorded a full valuation allowance against this deferred tax asset due
        to the uncertainty surrounding its realizability as of February 19,
        1997.

        On April 25, 1997, the Company sold its interest in the stock of BML
        which generated a significant tax loss (see Note 3). Due to limitations
        pursuant to the Internal Revenue Code and Treasury regulations
        thereunder, no deferred tax asset has been recorded for the capital loss
        carry forward due to the uncertainty of its existance and realizability.


                                       F-14
<PAGE>

                       I.C.H. CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   (All amounts in 000's except share amounts)

        A reconciliation of the Federal statutory income tax rate to the
        Company's effective tax rate follows:

                                           Predecessor               Company
                           ---------------------------------------------------
                                                    For the four     For the
                             For the      For the      months     eight months
                            year ended   year ended     ended         ended
                             December     December    April 30,   December 31,
                             30, 1995     28, 1996      1997          1997
                           -----------   ----------   ----------  ------------
Expected tax expense, at
    the federal statutory
    rate of 35%                $1,725       $2,296         $369        $(391)
State income taxes, net           192           39           53          (31)
Other, net                         (4)          63           12          169
                           -----------   ----------   ----------  ------------
                               $1,913       $2,398         $434        $(253)
                           ===========   ==========   ==========  ============


  12.   Stock Option Plans

        The Company has two fixed option plans, the I.C.H. Corporation 1997
        Employee Stock Option Plan (the "ESP") and the I.C.H. Corporation 1997
        Director Stock Option Plan (the "DSP"). Under the ESP, the Company may
        grant incentive stock options with specific vesting periods and
        non-qualifying options to eligible officers and employees for the
        purchase of up to an aggregate of 1,000,000 shares of common stock.
        Under the DSP, the Company may grant non-qualifying options to eligible
        directors for the purchase of up to an aggregate of 400,000 shares of
        common stock. Under both plans, the exercise price of each option is
        equal to the estimated fair value of the Company's stock on the date of
        grant. Stock options granted under the ESP have 10-year terms and
        generally vest ratably over four years. Options granted under the DSP
        also have 10-year terms.

                                         December 31, 1997
                     -----------------------------------------------------------
                             Options Outstanding             Options Exercisable
                     -----------------------------------    --------------------
                                 Weighted-
                                  Average    Weighted-
    Range of                     Remaining    Average
 Exercise Prices                Contractual   Exercise                 Weighted-
                      Shares       Life         Price       Shares      Average
------------------   ---------  ------------  ----------    --------   ---------
 $2.17 to $3.09       489,000      9.33         $2.68        94,000      $2.17
 $3.62 to $3.80       362,000      9.63          3.76        47,000       3.80
 $4.38 to $4.50        31,000      9.74          4.40         5,000       4.50
------------------   ---------  ------------  ----------    --------   ---------
 $2.17 to $4.50       882,000      9.47         $3.19       146.000      $2.85
==================   =========  ============  ==========    ========   =========


        The Company applies APB Opinion 25 and related interpretations in
        accounting for its stock option plans. Accordingly, no compensation cost
        has been recognized for grants of stock options. Had compensation cost
        been determined in accordance with the provisions of SFAS No. 123,
        "Accounting for Stock Based Compensation," the net loss per share would
        have been changed to the pro forma amounts indicated below:


                                       F-15
<PAGE>

                       I.C.H. CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   (All amounts in 000's except share amounts)

                                                         For the eight months
                                                        ended December 31, 1997
                                                        ------------------------
        Net loss--as reported                                            $(864)
        Net loss--pro forma                                            $(1,047)
        Basic and diluted loss per share--as reported                   $(0.31)
        Basic and diluted loss per share--pro forma                     $(0.37)


        The fair value of each option grant is estimated on the grant date using
        the Black-Scholes option-pricing model with the following assumptions: a
        risk-free interest rate range of 5.69%-6.35%; volatility factor of the
        expected market price of the Company's common stock of 46.6%; expected
        lives of 2-5 years; and a dividend yield of 0%.

  13.   Benefit plans

        The Company maintains a defined contribution 401(k) plan known as the
        Sybra, Inc. Retirement Income Plan (the "Retirement Plan"). The
        Retirement Plan permits eligible employees to defer a portion of their
        compensation (1% to 15%, up to certain maximum limitations established
        by law) through payroll deductions. The Company may, at its discretion,
        contribute to the Retirement Plan on behalf of participating employees
        based on a matching formula or other method. No matching contributions
        were made to the Retirement Plan for 1997. The Predecessor made
        contributions of $283, $236 and $0 to the plan for the periods ended
        December 30, 1995, December 28, 1996 and, April 30, 1997 respectively.

  14.   Commitments and contingencies

        Franchise agreements with Arby's

        The Arby's development agreement contains certain requirements regarding
        the number of units to be opened in the future. Should the Company fail
        to comply with the required development schedule or with the
        requirements for restaurants within areas covered by the development
        agreement, Arby's could terminate the exclusive nature of the Company's
        franchise and the Company would forfeit prepaid fees. However, the
        Company would no longer be obligated for any future unpaid fees required
        by the development agreement. The development agreement also provides
        Arby's with certain rights regarding the Company's business operations
        and any transfer of significant portions of assets owned by the Company.
        Commitments under the agreement require payments aggregating $1,000 over
        the next six (6) years.

        Legal proceedings

        Various legal proceedings are pending against the Company, many
        involving routine litigation incidental to the businesses.

        The consequences of these matters are not presently determinable but, in
        the opinion of the management of the Company after consulting with legal
        counsel, the ultimate liability is not expected to have a material
        effect on the results of operations, financial position, liquidity or
        capital resources of the Company.


                                       F-16
<PAGE>

                       I.C.H. CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   (All amounts in 000's except share amounts)

  15.   Non-recurring and Restructuring Charges

        During 1997, The Company recorded provisions totaling $1,497 related to
        (1) restructuring Sybra's operations in the Texas region, (2) buy-out of
        an employment contract with the former president of Sybra, and (3)
        non-recurring expenses related to obtaining financing and maintaining
        Sybra's status as an Arby's franchisee.

  16.   Subsequent Event

        On January 30, 1998, Sybra purchased the assets of eight leased Arby's
        restaurants and the option to acquire the land and buildings of two of
        the eight leased restaurants and contracted to manage an additional
        Arby's restaurant in and around Sacramento, California for $325 in cash,
        a $325, ten-year note bearing interest of 10% and a grant of 20,000
        seven-year warrants to acquire I.C.H. common stock at five dollars
        ($5.00) per share. The restaurants are subject to land and building
        leases. In connection with the purchase, Sybra exercised the lessee's
        option to purchase the land and buildings at both restaurant sites.

                                       F-17
<PAGE>

                         [COOPERS & LYBRAND LETTERHEAD]

                       Report of Independent Accountants

To the Board of Directors
I.C.H Corporation:


We have audited the accompanying consolidated balance sheet of ICH Corporation
(the "Company," the entity which emerged from Chapter 11 bankruptcy) as of
February 19, 1997. This consolidated balance sheet is the responsibility of the
Company's management. Our responsibility is to express an opinion on the
consolidated balance sheet based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated balance sheet is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures accompanying the consolidated balance sheet. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the consolidated balance
sheet presentation. We believe that our audit provides a reasonable basis for
our opinion.

In our opinion, the consolidated balance sheet referred to above presents
fairly, in all material respects, the financial position of I.C.H. Corporation
as of February 19, 1997, in conformity with generally accepted accounting
principles.

                                             /s/ Coopers & Lybrand L.L.P.
                                             -----------------------------------

Dallas, Texas
April 17, 1997


                                      F-18

<PAGE>

                               I.C.H. CORPORATION
                           CONSOLIDATED BALANCE SHEET
                             as of February 19, 1997

                                     ASSETS

Current assets:
 Cash and cash equivalents                                        $   500,000
 Other assets                                                         200,000
 Account receivable                                                 2,790,203
 Subsidiary held for sale                                           5,000,000
 Real estate held for sale                                          3,700,000
                                                                  -----------
          Total assets                                            $12,190,203
                                                                  ===========

                              STOCKHOLDERS' EQUITY

Preferred stock, $0.01 par value, 1,000,000 authorized,
 none issued and outstanding                                      $        --
Common stock, $0.01 par value, 9,000,000
 authorized (see Note 7)                                                   --
Paid-in capital                                                    12,190,203
                                                                  -----------
          Total stockholders' equity                              $12,190,203
                                                                  ===========


The accompanying notes are an integral part of the consolidated balance sheet.


                                      F-19
<PAGE>

                               I.C.H. CORPORATION
                      NOTES TO CONSOLIDATED BALANCE SHEET

1.    Organization:

      I.C.H. Corporation, referred to as Reorganized ICH Corporation (the
      "Company"), is the successor to ICH Corporation (the "Predecessor
      Company"). On October 10, 1995, the Predecessor Company and three of its
      wholly-owned subsidiaries filed voluntary petitions for relief under
      Chapter 11 of Title 11 of the United States Bankruptcy Code (the "Code")
      in the United States Bankruptcy Court for the Northern District of Texas,
      Dallas Division (the "Bankruptcy Court"). The Predecessor Company
      continued to operate and manage its assets and business as a debtor in
      possession as authorized by Chapter 11 of the Code. The Predecessor
      Company sold seven of eight insurance subsidiaries and also sold all of
      the business of Bankers Multiple Line Insurance Company ("BML"), its
      remaining insurance subsidiary, through an assumption reinsurance
      agreement. The Company's Joint Plan of Reorganization (the "Reorganization
      Plan") was confirmed on February 7, 1997 by the Bankruptcy Court and
      became effective on February 19, 1997 (the "Reorganization Date"). As of
      the Reorganization Date, the Company had no significant business
      operations.

      Lone Star Liquidating Trust (the "Trust") was created on the
      Reorganization Date as a vehicle to liquidate and distribute assets owned
      by the Predecessor Company to the claimants. The Reorganization resulted
      in the complete satisfaction, discharge and release of all claims against
      and interests in the Company. The Company retained certain designated
      assets and emerged from Chapter 11 owned by its existing preferred and
      common stockholders. Existing shares of the Predecessor Company's
      preferred and common stock were canceled, and the Company issued new
      common stock. See Note 7.

      Assets retained by the Trust and postpetition and other liabilities are
      not reflected in this consolidated balance sheet as the Company does not
      have legal title to the assets nor any obligations to satisfy the
      liabilities.

2.    Consolidation:

      The consolidated balance sheet includes the accounts of the Company and
      both of its wholly-owned subsidiaries, SWL Holding Corporation ("SWL
      Holding") and Care Financial Corporation ("Care") which owns 100% of BML.
      The Company and its wholly-owned subsidiaries currently have no ongoing
      business operations.

                                      F-20
<PAGE>

                               I.C.H. CORPORATION
                 NOTES TO CONSOLIDATED BALANCE SHEET, Continued

3.    Significant Accounting Policies:

      Cash and Cash Equivalents

      The Company considers all highly liquid investments with an original
      maturity of three months or less to be cash equivalents.

      Use of Estimates

      The preparation of financial statements in conformity with generally
      accepted accounting principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosure of contingent assets and liabilities at the date of the
      financial statements. Actual results could differ from those estimates.

      Fresh-Start Reporting

      As holders of existing voting shares immediately before filing and
      confirmation of the Reorganization Plan received less than 50% of the
      voting shares of the emerging entity and as reorganization value was
      estimated to be less than postpetition liabilities and allowed claims, the
      Company adopted "fresh-start" reporting in accordance with the American
      Institute of Certified Public Accountants' Statement of Position 90-7.
      Accordingly, assets have been restated to reflect reorganization value,
      which approximates fair value at the Reorganization Date.

      In determining the applicability of fresh-start reporting, the
      reorganization value of the Company was determined based on the
      reorganization value of the Predecessor Company prior to the confirmation
      of the Reorganization Plan. As the Company currently has no operations,
      management did not anticipate future earnings in determining
      reorganization value. Accordingly, reorganization value equals
      management's estimates of the fair value of assets prior to the
      confirmation of the Reorganization Plan.

      As a result of adjusting the assets to fair value with the adoption of
      fresh-start reporting, the Company increased the carrying value of real
      estate held for sale by $961,000.

                                      F-21

<PAGE>

                               I.C.H. CORPORATION
                 NOTES TO CONSOLIDATED BALANCE SHEET, Continued

4.    Account Receivable:

      Account receivable represents a receivable from the Trust in accordance
      with the Reorganization Plan. The Company was to receive $2,500,000 in
      cash, plus proceeds of $500,000 from the settlement of a claim with a
      former affiliate, for a total of $3,000,000. This receivable balance
      includes the total of $3,000,000, less approximately $200,000 in costs
      related to the pending acquisition (see Note 10). The Company received the
      balance in full within two days of the reorganization in accordance with
      the Reorganization Plan.

5.    Subsidiary Held for Sale:

      BML is a property and casualty insurer domiciled in the state of Illinois
      and licensed in all fifty states. As of February 19, 1997, BML has ceded
      100% of its insurance operations and holds debt securities to maintain its
      insurance licenses, as well as limited partnership investments, real
      estate and affiliated common stock. Per the Reorganization Plan, the Trust
      has legal title to net tangible assets of BML which, as of February 19,
      1997, included total assets and total liabilities (unaudited) of
      approximately $34,400,000 and $1,700,000, respectively, recorded in
      accordance with statutory accounting principles.

      Under the terms of the Reorganization Plan, the Company has the option
      through May 22, 1997 to transfer to the Trust all of the outstanding
      capital stock of BML in return for a payment of $5,000,000 from the Trust.
      The Company plans to sell BML, effectively for the value of its insurance
      licenses, prior to May 22, 1997 or exercise its option to the Trust for
      $5,000,000.

6.    Real Estate:

      Real estate consists of Perry Park, a property located in Owen County,
      Kentucky consisting of 2,397 acres, including an 18 hole golf course, club
      house, restaurant, approximately 227 salable lots (232 have been sold and
      developed), three lakes, additional platted but undeveloped lots, and
      vacant acreage. As of March 6, 1997, the appraised value of the Perry Park
      property established a value ranging from $3,700,000 to $4,300,000.

                                      F-22

<PAGE>

                               I.C.H. CORPORATION
                 NOTES TO CONSOLIDATED BALANCE SHEET, Continued

7.    Equity:

      On the Reorganization Date, all of the outstanding equity securities
      ("Predecessor common stock" and "Predecessor preferred stock") of the
      Predecessor Company were canceled. The Company's Restated Certificate of
      Incorporation authorizes the issuance of 9,000,000 shares of common stock
      ("the Company's common stock") and 1,000,000 shares of preferred stock.
      Holders of the Predecessor stocks have a two-year period in which to
      exchange the canceled shares for the Company's common stock. Holders of
      Predecessor stock will receive 0.0269 shares of the Company's common stock
      for each share of Predecessor common stock and 0.2 shares of the Company's
      common stock for each share of Predecessor preferred stock.

      For a period 40 days from the Reorganization Date, holders of Predecessor
      preferred stock could elect to receive a single cash payment of $0.36 per
      share, to a maximum of $234, in lieu of receiving the Company's common
      stock. For that same 40 day period, holders of Predecessor common stock
      could elect to receive a single cash payment of $0.05 per share, to a
      maximum of $250, in lieu of receiving the Company's common stock.

      Holders of less than 101 shares of Predecessor common stock and 14 shares
      of Predecessor preferred stock (collectively, the "nominal shareholders")
      are excluded from the conversion into the Company's common stock and from
      any cash payments.

      Based on the number of outstanding shares of Predecessor common and
      preferred stock on the Reorganization Date, after considering the nominal
      shareholders, approximately 2,881,000 shares of the Company's common stock
      could be issued. Upon conversion, the par value of the issued common stock
      will be transferred from paid-in capital to common stock. As a result of
      the cash payment option and the likelihood that some Predecessor
      shareholders may not exercise their conversion option during the two-year
      period, management has not determined the ultimate number of shares of
      common stock which will be issued upon conversion.

                                      F-23

<PAGE>

                               I.C.H. CORPORATION
                 NOTES TO CONSOLIDATED BALANCE SHEET, Continued

      As of February 19, 1997, the Company declared a dividend of one right (the
      "Rights") for each share of the Company's common stock. Each Right
      represents the right to purchase one one-thousandth of a share of Series A
      Junior Participating Preferred Stock (the "Junior preferred stock"). The
      Rights have an exercise price of $10.07 per right and are exercisable
      until February 19, 1999. One thousand shares of the Company's authorized
      preferred stock have been reserved for issuance upon the exercise of the
      Rights. The Junior preferred stock has voting rights equal to 1,000 votes
      per share and is entitled to receive dividends, on a cumulative basis,
      payable in cash, equal to 1,000 times the aggregate per share amount of
      all cash dividends or all noncash dividends or other distributions
      declared on the Company's common stock. Upon liquidation, the Junior
      preferred stock is entitled to receive an aggregate amount per share equal
      to 1,000 times the aggregate amount to be distributed per share to the
      holders of shares of common stock plus any accrued and unpaid dividends.

8.    Stock Options:

      The Company has two stock option plans, the Employee Stock Option Plan
      (the "ESP") and the Director Stock Option Plan (the "DSP", collectively
      the "Option plans"). The ESP provides for the grant of incentive stock
      options and nonqualifying options to eligible officers and employees. The
      DSP authorizes annual grants of 5,000 options to eligible directors
      subject to an individual maximum of 40,000 options and an aggregate
      maximum of 280,000 options. The DSP also authorizes grants to individuals
      who have provided special services to the Company and special grants to
      eligible participants, at the discretion of the Option Committee of the
      Board of Directors. Options granted under the Option plans expire ten
      years from the date of grant. The Company has reserved 1,000,000 shares
      and 400,000 shares of the Company's common stock for the ESP and the DSP,
      respectively.

      Effective February 19, 1997, the Company granted 221,000 options under the
      ESP, including 176,000 to an officer and director of the Company as part
      of his two-year employment agreement, and 35,000 options under the DSP.
      The options were granted at the estimated fair value of the stock on
      February 19, 1997 with an exercise price of $2.17 per share.

                                      F-24

<PAGE>

                               I.C.H. CORPORATION
                 NOTES TO CONSOLIDATED BALANCE SHEET, Continued

9.    Income Taxes:

      Differences exist between the Company's carrying amounts of assets for
      financial reporting purposes and the amounts used for tax purposes. The
      Company's tax basis in the BML stock significantly exceeds its carrying
      value for financial reporting purposes; however, as any tax loss generated
      on the sale of BML stock could be limited pursuant to the Internal Revenue
      Code and Treasury regulations thereunder, no deferred tax asset has been
      recorded for the difference.

      The Company's tax basis in real estate held for sale is approximately
      $8,000,000, resulting in a deferred tax asset of $1,460,000 using a 34%
      federal rate. The Company recorded a full valuation allowance against this
      deferred tax asset due to the uncertainty surrounding its realizability as
      of February 19, 1997.

10.   Pending Acquisition:

      Effective February 7, 1997, the Company entered into an agreement to
      purchase all of the outstanding capital stock of Sybra, Inc. ("Sybra"), a
      Michigan corporation. Sybra operates a chain of fast food restaurants (150
      at September 28, 1996) clustered in four regions, primarily Texas,
      Michigan, Pennsylvania and Florida, as a franchisee of Arby's, Inc. The
      purchase price is approximately $40,000,000, and the expected closing date
      of the acquisition is before April 30, 1997. As a condition to the
      agreement, the Company must obtain formal commitment letters for the
      financing of at least $31,000,000 to fund the acquisition.


                                      F-25
<PAGE>

                                INDEX TO EXHIBITS

    Exhibit                                                             Page
    Number                         Description                          Number

    2.1     First Amended Joint Plan of Reorganization Under
            Chapter 11 (incorporated by reference to Exhibit B to
            Exhibit 99.1 to the Company's Form 8-K dated November
            22, 1996)

    2.2     First Nonmaterial Modification to the First Amended
            Joint Plan of Reorganization Under Chapter 11
            (incorporated by reference to Exhibit 2.2 to the
            Company's Form 8-K dated February 18, 1997)

    2.3     Letter to Robert T. Shaw, Henry W. Simon, Jr. and
            Russell L. Munsch agreeing to nonmaterial
            modification to the First Amended Joint Plan of
            Reorganization Under Chapter 11, as filed with the
            Bankruptcy Court (incorporated by reference to
            Exhibit 2.3 to the Company's Form 8-K dated February
            18, 1997)

    2.4     Order confirming the First Amended Joint Plan of
            Reorganization under Chapter 11, as entered by the
            United States Bankruptcy Court for the Northern
            District of Texas, Dallas Division, on February 7,
            1997 (incorporated by reference to Exhibit 99.1 to
            the Company's Form 8-K dated February 18, 1997)

    2.5     Findings of Fact and Conclusions of Law in support of
            Order Confirming First Amended Joint Plan of
            Reorganization Under Chapter 11 (incorporated by
            reference to Exhibit 99.2 to the Company's Form 8-K
            dated February 18, 1997)

    3.1     Amended and Restated Certificate of Incorporation of
            I.C.H. Corporation (incorporated by reference to
            Exhibit 99.5 to the Company's Form 8-K dated February
            19, 1997)

    3.2     Amendment No. 1 to Amended and Restated Certificate
            of Incorporation of I.C.H. Corporation (incorporated
            by reference to Exhibit 3.1 to the Company's Form 8-K
            dated January 15, 1998)

    3.3     Amended and Restated By-Laws of I.C.H. Corporation
            (incorporated by reference to Exhibit 99.6 to the
            Company's Form 8-K dated February 19, 1997)

<PAGE>

    3.4     Amendment No. 1 to Amendment and Restated By-Laws of
            I.C.H. Corporation (incorporated by reference to
            Exhibit 3.1 to the Company's Form 8-K dated February
            10, 1998)

    10.1    Form of Rights Agreement between I.C.H. Corporation
            and The Mid-America Bank of Louisville and Trust
            Company, which includes as Exhibit B thereto the Form
            of Rights Certificate (incorporated by reference to
            Exhibit 1 to the Company's Registration Statement on
            Form 8-A dated February 19, 1997)

    10.2    Amendment No. 1 to Rights Agreement between I.C.H.
            Corporation and The Mid-America Bank of Louisville
            and Trust Company (incorporated by reference to
            Exhibit 10.1 to the Company's Form 8-K dated February
            10, 1998)

    10.3    Stock Purchase Agreement, dated as of February 7,
            1997, by and between I.C.H. Corporation and Valcor,
            Inc. (incorporated by reference to Exhibit 10.02 to
            the Company's Quarterly Report on Form 10-Q dated
            March 31, 1997)

    10.4    First Amendment to Stock Purchase Agreement, dated as
            of April 18, 1997, by and between I.C.H. Corporation
            and Valcor, Inc. (incorporated by reference to
            Exhibit 10.03 to the Company's Quarterly Report on
            Form 10-Q dated March 31, 1997)

    10.5    Form of Loan Agreement by and between Sybra, Inc. and
            Atherton Capital Incorporated (incorporated by
            reference to Exhibit 10.04 to the Company's Quarterly
            Report on Form 10-Q dated March 31, 1997)

    10.6    Form of Promissory Note executed by Sybra, Inc. in
            favor of Atherton Capital Incorporated (incorporated
            by reference to Exhibit 10.05 to the Company's
            Quarterly Report on Form 10-Q dated March 31, 1997)

    10.7    Form of Leasehold/Deed of Trust Mortgage executed by
            Sybra, Inc. in favor of Atherton Capital Incorporated
            (incorporated by reference to Exhibit 10.06 to the
            Company's Quarterly Report on Form 10-Q dated March
            31, 1997)

    10.8    Form of Security Agreement executed by Sybra, Inc. in
            favor of Atherton Capital Incorporated (incorporated
            by reference to Exhibit 10.07 to the Company's
            Quarterly Report on Form 10-Q dated March 31, 1997)

    10.9    Form of Master Lease by and between Sybra, Inc. and
            U.S.

<PAGE>

            Restaurant Properties Operating L.P. (incorporated by
            reference to Exhibit 10.08 to the Company's Quarterly
            Report on Form 10-Q dated March 31, 1997)

    10.10   Employment Agreement, dated as of April 30, 1997, by
            and between I.C.H. Corporation and Charles N. Hyslop
            (incorporated by reference to Exhibit 10.09 to the
            Company's Quarterly Report on Form 10-Q dated March
            31, 1997)

    10.11   Employment Agreement, dated as of April 30, 1978, by
            and between I.C.H. Cooperation and Donald P. Zima
            (incorporated by reference to Exhibit 10.10 to the
            Company's Quarterly Report on Form 10-Q dated March
            31, 1997)

    10.12   Amended and Restated Employment Agreement, effective
            as of January 1, 1998, by and between James R. Arabia
            and I.C.H. Corporation

    10.13   I.C.H. Corporation 1997 Employee Stock Option Plan

    10.14   I.C.H. Corporation 1997 Director Stock Option Plan

    10.15   Commitment Letter, dated July 25, 1997, between FFCA
            Acquisition Corporation and Sybra, Inc.

    10.16   Form of Loan Agreement between FFCA Acquisition
            Corporation and Sybra, Inc.

    10.17   Form of Promissory Note from Sybra, Inc. to FFCA
            Acquisition Corporation

    10.18   Form of Mortgage between Sybra, Inc. and FFCA
            Acquisition Corporation

    10.19   Asset Purchase Agreement, dated as of November 26,
            1997, among Sybra of California, Inc., I.C.H.
            Corporation, William Brusslan, 294, Inc., American
            Food Concepts, Inc. and WEB Acquisition Company
            L.L.C.

    10.20   Development Agreement, dated as of October 30, 1997,
            between Arby's, Inc. and Sybra, Inc.

    27.1    Financial Data Schedule